Business people shaking handsAs my seat in Brodies’ Corporate department in Edinburgh came to an end recently, I was wondering if there is any “added value” I could bring to BTrainees.

Andrew already gave you a peek of the range of work a corporate trainee can get exposed to, so I will not try to repeat that (see Traineeship: into the home straight)

What I think I can add are a few comments of a more general nature for those heading for a Corporate seat. Hopefully, if you read this piece in combination with Andrew’s, you might get a starter’s impression of Brodies’ Corporate department 2015 – a team that’s well worth joining!

  1. Corporate lawyers are businesspeople

Corporate is a lot about introducing, facilitating and completing deals. Black-letter law (esp. the Companies Act 2006) runs like an operating system in the background, but unlike in other departments (at least on trainee-level) it is less often an explicit topic of prolonged research and debate.

More important it is to understand the business a company is in, why they want to do a deal and what the key commercial, financial and tax drivers are. In addition, who are the shareholders and directors, who sells, buys or invests and what market are they in? The work I assisted with involved industries as diverse as a movie distributor, biomedical businesses, organic beauty-products, hotels and property developments, oil & gas engineers, investment funds, specialist tools & hardware and maritime fishing.

To grasp how and why particular documents are important in a due diligence exercise and to appreciate the significance of the warranties sections of the share (or asset) purchase agreement, investment agreement or franchise contracts requires an understanding of the industry concerned.

  1. Run the ancillaries well

As trainee you will never draft a key document like a disclosure letter or share purchase agreement by yourself. You will assist adding data and amending some clauses, but these documents usually stay in the hands of more experienced colleagues.

But deals won’t get done without the various side letters, written resolutions, board minutes, Companies House forms, Minutes of Variation etc. that inevitably come with the transaction. The creation of intial drafts may well be your responsibility so get to know Brodies’ styles for these documents intimately but also understand when, how and why colleagues may want to deviate from them.

  1. Look out for your own projects

Corporate is not all about multi-million pound deals every time. Many share sales and allotments, SME funding rounds and option agreements for valued employees are smaller scale and not as complex as larger deals. In such cases you might find yourself with greater responsibility – taking instructions, preparing documentation and sending it to the client with an explanation  of what the documents do and where to sign.

You might also discover that some clients want things pronto, subito, sofort, tout de suite… in which case your evening just became longer. However, for some businesses their growth and continued existence might depend on them getting their funding quickly. You getting the paperwork out asap actually makes a real difference to them, which they will thank you for – both personally and by instructing Brodies again next time.

  1. “Can I go with you?”

Some seats give you face-to-face exposure to clients, witnesses and other lawyers from a very early stage of your traineeship. Corporate is not one of them. For much of the time you will be dealing with essential paperwork and in addition, the size and value of the deals, location of the clients and the convenience of email and telephone often makes it unnecessary to have many meetings with lawyers. If a meeting does take place, a senior colleague leading the deal will usually attend.

However, when client meetings and conference calls do happen, ask if you can join for training purposes or to assist with completion (if you are not automatically taken along by your colleagues anyway). Meeting clients face to face is great experience.

  1. It ain’t all “Suits” and “Damages” – sometimes it’s “Bartleby, the Scrivener”

Most jobs have their routine and administrative tasks. Corporate is no different. A Brodies traineeship doesn’t involve spending hours printing and scanning documents, but nonetheless you will  find yourself having to do a little bit of that sometimes.

You will also become very familiar with Companies House, its various forms and printing off “the usual documents” (an expression you will understand after your first week) for your supervisors. Then there are regularly small additions to documents like adding a new share price or changing the completion date. Keeping a completion agenda or a data room updated, preparing completion bibles and listing documents for a disclosure is also part of a corporate trainee’s tasks.

While this is not the most exciting or glamorous part of the job and like Melville’s poor Bartleby, you might “prefer not to”, it still is important work and your colleagues expect that you do it right – because, again, it is necessary for the deal getting done and being instructed for the next one!

  1. Miscellaneous – Some general bits and bobs to think about (not just for Corporate)
  • Ask for work: If you think a colleague does something interesting (or you are simply curious what exactly it is they do), ask if you can get involved. Tell people when you have capacity to help – be proactive.
  • Be organised about your workload and see you get a good balance of work on your plate. Flag up if admin work ever threatens to take over.
  • Ask for help: remember that there are members of the team who do know how to do things that you just can’t get your head around. They can take some weight off your shoulders so drop by their desk and ask nicely if you can get some help. More often than not your wish shall be granted.
  • Make projects for yourself – writing a blog or article about something you find interesting is a nice break, joining a colleague in a business development project or helping to provide training to trainees new to the department.

And finally, don’t forget to meet fellow trainees for lunch every so often and join your team on a Friday at the local watering hole…

Douglas McGregor

Practice Development Lawyer at Brodies LLP
Douglas has almost 20 years experience of handling personal injury claims in Scotland in both the Sheriff Court and Court of Session. He is now BClaims Professional Support Lawyer (PSL) with responsibilities that include training, research and know-how. His job is to keep the team up to date with all the latest developments in the law, as well as providing legal and tactical advice when required. A keen cyclist, Douglas has a particular interest in claims involving bicycles.
Douglas McGregor